QWEST COMMUNICATIONS INTERNATIONAL INC
S-3/A, 1998-09-30
TELEPHONE COMMUNICATIONS (NO RADIOTELEPHONE)
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   As Filed With the Securities and Exchange Commission on September 30, 1998
                                                      Registration No. 333-58617
- --------------------------------------------------------------------------------
    


                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

                      ------------------------------------


   
                                 AMENDMENT NO. 1
                                       TO
                                    FORM S-3
    

                             REGISTRATION STATEMENT
                                      UNDER
                           THE SECURITIES ACT OF 1933
                      ------------------------------------


                     QWEST COMMUNICATIONS INTERNATIONAL INC.
             (Exact name of Registrant as specified in its charter)

      DELAWARE                                                  84-1339282
(State of Incorporation)                                     (I.R.S. Employer
                                                          Identification Number)

   
                                1000 QWEST TOWER
                             555 SEVENTEENTH STREET
                             DENVER, COLORADO 80202
                                TEL: 303-992-1400
               (Address, including zip code, and telephone number
        including area code, of registrant's principal executive offices)
    

                           ---------------------------

              ROBERT S. WOODRUFF, EXECUTIVE VICE PRESIDENT-FINANCE
                     QWEST COMMUNICATIONS INTERNATIONAL INC.
                                1000 QWEST TOWER
                             555 SEVENTEENTH STREET
                             DENVER, COLORADO 80202
                                TEL: 303-992-1400
            (Name, address, including zip code, and telephone number,
                   including area code, of agent for service)

                                   COPIES TO:

                             DRAKE S. TEMPEST, ESQ.
                              O'MELVENY & MYERS LLP
                                 CITICORP CENTER
                        153 EAST 53RD STREET, 54TH FLOOR
                          NEW YORK, NEW YORK 10022-4611
                                TEL: 212-326-2000
                                FAX: 212-326-2061

        APPROXIMATE DATE OF COMMENCEMENT OF PROPOSED SALE TO THE PUBLIC:
   As soon as practicable after the Registration Statement becomes effective.

     If the only  securities  being  registered  on this form are being  offered
pursuant to dividend or interest  reinvestment plans, please check the following
box. |_|

     If any of the securities being registered on this Form are to be offered on
a delayed or continuous  basis  pursuant to Rule 415 under the Securities Act of
1933, other than securities offered only in connection with dividend or interest
reinvestment plans, please check the following box.|X|

     The Registrant  hereby amends this  Registration  Statement on such date or
dates as may be necessary to delay its effective date until the Registrant shall
file a further  amendment  which  specifically  states  that  this  Registration
Statement shall  thereafter  become effective in accordance with Section 8(a) of
the  Securities  Act of 1933 or until the  Registration  Statement  shall become
effective on such date as the Commission  acting  pursuant to said Section 8(a),
may determine.

- --------------------------------------------------------------------------------
<PAGE>

                     QWEST COMMUNICATIONS INTERNATIONAL INC.

                                   PROSPECTUS

                                  COMMON STOCK

   
         This Prospectus  relates to  approximately  [____________]  shares (the
"Shares") of common stock,  par value $.01 per share (the "Qwest Common Stock"),
of Qwest Communications  International Inc., a Delaware  corporation  ("Qwest").
The Shares are owned by or to be issued to the persons named in this  Prospectus
under the caption "Selling Stockholders."
    

         The Selling  Stockholders  may from time to time sell the Shares on the
National  Association of Securities Dealers Automated Quotation  System/National
Market (the "Nasdaq") or on any other national  securities exchange on which the
Qwest  Common  Stock may be listed or  traded,  in  negotiated  transactions  or
otherwise, at prices then prevailing or related to the then current market price
or at negotiated  prices.  The Shares may be sold directly or through brokers or
dealers. See "Plan of Distribution."

         Qwest will receive no part of the proceeds of any sales made hereunder.
See "Use of Proceeds." All expenses of registration  incurred in connection with
the  offering  are being  borne by Qwest,  but all  selling  and other  expenses
incurred by the Selling Stockholders will be borne by the Selling  Stockholders.
See "Selling Stockholders."

         The Selling  Stockholders and any  broker-dealers  participating in the
distribution of the Shares may be deemed to be "underwriters" within the meaning
of the Securities Act of 1933, as amended (the "Securities Act"), and profits on
the sale of Shares by the Selling  Stockholders and any commissions or discounts
given to any such  broker-dealer may be regarded as underwriting  commissions or
discounts under the Securities Act.

         The  Shares  have  not  been   registered   for  sale  by  the  Selling
Stockholders  under  the  securities  laws of any  state  as of the date of this
Prospectus.  Brokers  or dealers  effecting  transactions  in the Shares  should
confirm the  registration  thereof  under the  securities  laws of the states in
which  such   transactions   occur  or  the  existence  of  any  exemption  from
registration.


   
         The Qwest  Common  Stock is traded on the Nasdaq.  On  September  [__],
1998,  the  last  sale  price  of the  Qwest  Common  Stock  on the  Nasdaq  was
[$_________] per share.
    

THESE  SECURITIES  HAVE NOT BEEN APPROVED OR  DISAPPROVED  BY THE SECURITIES AND
EXCHANGE  COMMISSION OR ANY STATE  SECURITIES  COMMISSION NOR HAS THE SECURITIES
AND  EXCHANGE  COMMISSION  OR ANY STATE  SECURITIES  COMMISSION  PASSED UPON THE
ACCURACY OR ADEQUACY OF THIS PROSPECTUS. ANY REPRESENTATION TO THE CONTRARY IS A
CRIMINAL OFFENSE.

NO DEALER,  SALESMAN, OR OTHER PERSON,  INCLUDING THE SELLING STOCKHOLDERS,  HAS
BEEN  AUTHORIZED  TO GIVE  ANY  INFORMATION  OR TO MAKE ANY  REPRESENTATION  NOT
CONTAINED  IN THIS  PROSPECTUS  AND,  IF  GIVEN  OR MADE,  SUCH  INFORMATION  OR
REPRESENTATION  MUST NOT BE RELIED UPON AS HAVING BEEN AUTHORIZED BY QWEST.  THE
DELIVERY  OF THIS  PROSPECTUS  AT ANY TIME DOES NOT IMPLY  THAT THE  INFORMATION
HEREIN IS CORRECT AS OF ANY TIME SUBSEQUENT TO ITS DATE.

   
               THE DATE OF THIS PROSPECTUS IS SEPTEMBER [__], 1998
    

<PAGE>


                              AVAILABLE INFORMATION

         Qwest is subject to the  informational  requirements  of the Securities
Exchange  Act of 1934,  as  amended  (the  "Exchange  Act"),  and in  accordance
therewith  files  reports,  proxy  statements  and  other  information  with the
Securities  and Exchange  Commission  (the  "Commission").  Such reports,  proxy
statements  and other  information  may be  inspected  and  copied at the public
reference facilities maintained by the Commission at Room 1024, Judiciary Plaza,
450 Fifth Street, N.W.,  Washington,  D.C. 20549, and at the Regional Offices of
the Commission located at Citicorp Center, 500 West Madison Street,  Suite 1400,
Chicago,  Illinois  60661,  and 7 World Trade Center,  Suite 1300, New York, New
York 10048. Please call the Commission at 1-800-SEC-0330 for further information
relating  to the  public  reference  rooms.  Copies of such  information  may be
obtained  at the  prescribed  rates  from the  Public  Reference  Section of the
Commission,  450 Fifth Street, N.W.,  Washington,  D.C. 20549. In addition,  the
Commission  maintains  a Web site  (http://www.sec.gov)  that  contains  certain
reports, proxy statements and other information regarding Qwest. Shares of Qwest
Common Stock traded on the Nasdaq National  Market.  Material filed by Qwest may
also be  inspected  at the offices of the  National  Association  of  Securities
Dealers,  Inc., Market Listing Section,  1735 K Street, N.W.,  Washington,  D.C.
20006.

         No  person  is  authorized  to give  any  information  or to  make  any
representations  with respect to the matters  described in this Prospectus other
than  those  contained  herein or in the  documents  incorporated  by  reference
herein.  Any  information  or  representations  with respect to such matters not
contained herein or therein must not be relied upon as having been authorized by
Qwest. This Prospectus does not constitute an offer to sell or a solicitation of
an offer to buy  securities  in any  jurisdiction  to any  person  to whom it is
unlawful to make such offer or  solicitation in such  jurisdiction.  Neither the
delivery  of this  Prospectus  nor any sale  made  hereunder  shall,  under  any
circumstances,  create  any  implication  that  there  has been no change in the
affairs  of  Qwest  since  the  date  hereof  or that  the  information  in this
Prospectus or in the documents incorporated by reference herein is correct as of
any time subsequent to the date hereof or thereof.


                INFORMATION REGARDING FORWARD-LOOKING STATEMENTS

   
         This Prospectus  contains or incorporates by reference  forward-looking
statements  within the meaning of Section 27A of the  Securities Act of 1933 and
Section 21E of the Securities  Exchange Act of 1934 that include,  among others,
(1) statements by Qwest concerning the benefits  expected to result from certain
transactions,  including, without limitation, synergies in the form of increased
revenues,  decreased  expenses and avoided  expenses and  expenditures  that are
expected to be realized  by Qwest  after the closing of such  transactions,  (2)
Qwest's plans to complete the Qwest Network, an approximately 18,450 route-mile,
coast-to-coast, technologically advanced fiber optic communications network, and
(3)  other  statements  by Qwest of  expectations,  beliefs,  future  plans  and
strategies,  anticipated  developments and other matters that are not historical
facts.  Qwest  cautions  the reader that these  forward-looking  statements  are
subject to risks and uncertainties, including financial, regulatory environment,
and trend  projections,  that  could  cause  actual  events or results to differ
materially  from those  expressed or implied by the  statements.  Such risks and
uncertainties  include those risks,  uncertainties and risk factors  identified,
among other places, in documents filed with Securities and Exchange  Commission.
The most  important  factors that could prevent Qwest from  achieving its stated
goals  include,  but are not limited to, (a) failure by Qwest to  construct  the
Qwest  Network on schedule  and on budget,  (b) intense  competition  in Qwest's
Communications  Services market, (c) rapid and significant changes in technology
and markets,  (d)  dependence  on new product  development,  (e)  operating  and
financial  risks  related  to  managing  rapid  growth,   integrating   acquired
businesses and sustaining  operating cash deficits,  and (f) adverse  changes in
the regulatory  environment  affecting Qwest. These cautionary statements should
be considered in connection with any subsequent written or oral  forward-looking
statements  that may be issued by Qwest or persons  acting on its behalf.  Qwest
undertakes  no  obligation  to  review  or  confirm  analysts'  expectations  or
estimates or to release publicly any revisions to any forward-looking statements
to reflect  events or  circumstances  after the date  hereof or to  reflect  the
occurrence of unanticipated events.
    


                       DOCUMENTS INCORPORATED BY REFERENCE

   
         The  following  documents,  which  have  been  filed by Qwest  with the
Commission,  are incorporated herein and specifically made a part hereof by this
reference: (i) Annual Report on Form 10-K for the fiscal year ended December 31,
1997;  (ii) Quarterly  Report on Form 10-Q for the quarter ended March 31, 1998,
as amended on Form 10-Q/A,  filed May 7, 1998;  (iii)  Quarterly  Report on Form
10-Q for the quarter ended June 30, 1998;  (iv) Amendment No. 1 to  Registration
Statement  on  Form  S-4  (File  No.   333-49915)   filed  May  13,  1998;   (v)
Post-Effective  Amendment No. 1 to Registration  Statement on Form S-4 (File No.
333-49915)  filed July 31, 1998; (vi)  Registration  Statement on Form S-4 (File
No. 333- 46145) filed February 12, 1998;  (vii) Current Report on Form 8-K filed
June 12, 1998; and (viii) Current Report on Form 8-K
    

                                       2
<PAGE>

   
filed July 8, 1998,  as amended  on Form  8-K/A  filed July 10,  1998.  Icon CMT
Corp.'s  Current  Report on Form 8-K filed  September 30, 1998 and its Quarterly
Report on Form 10-Q for the quarter  ended June 30,  1998 are also  incorporated
herein and specifically made a part hereof.  As required by the Commission,  all
other reports filed by Qwest  pursuant to Section 13(a) or 15(d) of the Exchange
Act  since  December  31,  1997  are also  incorporated  by this  reference.  In
addition,  all documents  filed with the  Commission by Qwest  subsequent to the
date of this Prospectus and prior to the termination of the offering made hereby
shall be deemed to be incorporated by reference into this Prospectus and to be a
part hereof from the date of filing of such documents with the  Commission.  Any
statement  contained  herein  or in a  document  incorporated  or  deemed  to be
incorporated  by reference  herein shall be deemed to be modified or  superseded
for purposes of this Prospectus to the extent that a statement  contained herein
or in any other  subsequently  filed  document  which also is or is deemed to be
incorporated by reference herein modifies or supersedes such statement. Any such
statement so modified or superseded  shall not be deemed,  except as so modified
or superseded, to constitute a part of this Prospectus.
    

         THIS  PROSPECTUS  IS  PART OF A  REGISTRATION  STATEMENT  ON  FORM  S-3
(TOGETHER  WITH  ANY  AMENDMENTS  OR  SUPPLEMENTS   THERETO,  THE  "REGISTRATION
STATEMENT")  FILED BY QWEST PURSUANT TO THE SECURITIES ACT. THIS PROSPECTUS DOES
NOT CONTAIN ALL THE INFORMATION SET FORTH IN THE REGISTRATION STATEMENT, CERTAIN
PARTS OF WHICH ARE OMITTED IN ACCORDANCE  WITH THE RULES AND  REGULATIONS OF THE
COMMISSION.  THE REGISTRATION  STATEMENT AND ANY AMENDMENTS  THERETO,  INCLUDING
EXHIBITS FILED AS A PART THEREOF,  ALSO ARE AVAILABLE FOR INSPECTION AND COPYING
AS SET FORTH ABOVE.  STATEMENTS  CONTAINED IN THIS PROSPECTUS OR IN ANY DOCUMENT
INCORPORATED  BY REFERENCE IN THIS PROSPECTUS AS TO THE CONTENTS OF ANY CONTRACT
OR OTHER DOCUMENT  REFERRED TO HEREIN OR THEREIN ARE NOT  NECESSARILY  COMPLETE,
AND IN EACH  INSTANCE  REFERENCE  IS MADE TO THE COPY OF SUCH  CONTRACT OR OTHER
DOCUMENT FILED AS AN EXHIBIT TO THE REGISTRATION STATEMENT,  EACH SUCH STATEMENT
BEING QUALIFIED IN ALL RESPECTS BY SUCH REFERENCE.

         THIS  PROSPECTUS  INCORPORATES  DOCUMENTS  BY  REFERENCE  THAT  ARE NOT
PRESENTED  HEREIN OR DELIVERED  HEREWITH.  COPIES OF SUCH DOCUMENTS,  OTHER THAN
EXHIBITS TO SUCH DOCUMENTS THAT ARE NOT  SPECIFICALLY  INCORPORATED BY REFERENCE
HEREIN,  ARE AVAILABLE  WITHOUT CHARGE TO ANY PERSON, TO WHOM THIS PROSPECTUS IS
DELIVERED,   UPON  WRITTEN  OR  ORAL  REQUEST  TO:  INVESTOR  RELATIONS,   QWEST
COMMUNICATIONS  INTERNATIONAL  INC., 1000 QWEST TOWER,  555 SEVENTEENTH  STREET,
DENVER, COLORADO 80202, TELEPHONE NUMBER 800-567-7296.


                     QWEST COMMUNICATIONS INTERNATIONAL INC.

   
         Qwest is a  facilities-based  provider  of a full  range of  multimedia
communications services to interexchange  carriers,  communications entities and
businesses  and consumers  ("Communications  Services").  In addition,  Qwest is
constructing and installing fiber optic communications systems for interexchange
carriers  and  other  communications  entities,  as  well  as for  its  own  use
("Construction Services"). Qwest is expanding its existing long distance network
into  an  approximately   18,450  route-mile   coast-to-coast,   technologically
advanced,  fiber optic telecommunications  network (the "Qwest Network").  Qwest
will employ,  throughout  substantially all of the Qwest Network, a self-healing
SONET ring architecture equipped with the most advanced  commercially  available
fiber and  transmission  electronics  manufactured  by Lucent  Technologies  and
Northern  Telecom Inc.,  respectively.  The Qwest  Network's  advanced fiber and
transmission  electronics are expected to provide Qwest with lower installation,
operating and maintenance costs than older fiber systems generally in commercial
use today.  In addition,  Qwest has entered into  contracts for the sale of dark
fiber along the route of the Qwest  Network,  which will reduce Qwest's net cost
per fiber mile with respect to the fiber it retains for its own use. As a result
of these cost advantages,  Qwest believes it will be  well-positioned to capture
market  share and take  advantage  of the rapidly  growing  demand for long haul
voice and data transmission capacity and services.

         Under Qwest's current plan, the Qwest Network will extend approximately
18,450  route-miles  coast-to-coast  and connect  approximately 130 metropolitan
areas that represent  approximately  80% of the originating and terminating long
distance traffic in the United States. Presently, Qwest provides services to its
customers  through owned and leased digital fiber optic facilities and more than
15 switches strategically located throughout the United States, connecting Qwest
to  metropolitan  areas  that  account  for more than 95% of U.S.  call  volume.
Construction of the Qwest Network is scheduled to be completed in 1999.  Through
a combination of the Qwest Network and leased facilities, Qwest will continue to
offer  interstate  services in all 48 contiguous  states.  In April 1998,  Qwest
activated  the entire  transcontinental  portion of the Qwest  Network  from Los
Angeles to San Francisco to New York,  thus  becoming the first network  service
provider to complete a  transcontinental  native Internet  Protocol ("IP") fiber
network.  Qwest is also  expanding its network to carry  international  data and
voice  traffic  into  Mexico and  Europe.  Completion  of the Mexico  network is
scheduled  for late 1998.  The network  extension  into Europe has been obtained
through  the  exchange  of  telecommunications  capacity  with  Teleglobe  Inc.,
including two STM1's (the European  equivalent of OC3 SONET  circuits)  crossing
the Atlantic Ocean from New York City to London,
    

                                       3
<PAGE>

   
and with  Global  Crossing  Ltd.  ("Global"),  including  four STM1s on Global's
subsea  fiber  optic cable  system  connecting  U.S.  cities  with  Europe.  The
transatlantic  telecommunications  capacity  supports  Qwest's  growth  into the
European market.
    

         In August 1998,  Qwest announced its  participation  in a consortium of
communications  companies that is building a submarine  cable system  connecting
the United States to Japan.  Scheduled for  completion by the second  quarter of
2000,  the  13,125-mile,  four-fiber  pair cable  will  ultimately  possess  the
capability to transmit information at the rate of 640 gigabits per second.

         Qwest  announced  that on November 1, 1998,  the  nation's  first OC-48
network  will be  available.  Along  with the OC-48  network,  Qwest  will offer
high-speed dedicated Internet access, web hosting,  IP-VPN services and expanded
availability  of voice  over IP long  distance  services.  Additionally  Qwest's
European subsidiary,  EUnet  International,  will provide the first pan-European
Internet  broadcasting  network. The new services will allow customers in Europe
to broadcast video, data and voice globally.

         Qwest  believes  that  demand  from  interexchange  carriers  and other
communications  entities for  advanced,  high  bandwidth  voice,  data and video
transmission  capacity  will  increase  over  the  next  several  years  due  to
regulatory  and  technological  changes and other industry  developments.  These
anticipated changes and developments  include:  (i) continued growth in capacity
requirements  for high-speed  data  transmission,  ATM and Frame Relay services,
Internet and multimedia  services and other new technologies  and  applications;
(ii) continued growth in demand for existing long distance services; (iii) entry
into the market of new communications  providers; (iv) requirements of the three
principal  nationwide  carriers  (AT&T  Corporation,  MCI  WorldCom  and  Sprint
Corporation)  to replace or augment  portions  of their  older  systems  and (v)
reform in regulation of domestic  access  charges and  international  settlement
rates,  which Qwest  expects  will lower long  distance  rates and fuel  primary
demand for long distance services.

         Qwest's  principal  executive  offices are located at 1000 Qwest Tower,
555 Seventeenth  Street,  Denver,  Colorado 80202,  and its telephone  number is
(303) 992-1400.


                               RECENT DEVELOPMENTS

         LCI  TRANSACTION.  On June 5, 1998,  Qwest acquired LCI  International,
Inc. ("LCI"), a communications  provider,  for $3,930.5 million.  As part of the
acquisition,  Qwest issued  approximately  114.6 million  shares of Qwest Common
Stock  having a value of  approximately  $3.7  billion  (excluding  15.3 million
shares of Qwest Common Stock having an  estimated  value of  approximately  $0.3
billion  subject to issuance upon the exercise of outstanding  LCI stock options
assumed by Qwest in this  acquisition),  assumed $0.3 billion of net liabilities
and  incurred  approximately  $13.5  million  in direct  acquisition  costs.  In
connection  with the  acquisition,  Qwest  allocated  $750 million to in-process
research  and  development,  $250  million to existing  technology  and $3,136.8
million to  goodwill.  Combined  1997 Qwest and LCI  revenues  totaled  $2,338.7
million.  The  merger is  expected  to  deliver  greater  network  efficiencies,
eliminate  duplicate  efforts to build sales and systems  infrastructure,  avoid
duplication of capital spending  programs and accelerate the companies' data and
international  strategies.  The acquisition is expected to lower net earnings of
Qwest in 1998 as a result of the one-time R&D  write-off  and other  adjustments
resulting from purchase  accounting.  Qwest expects to realize  revenue and cost
synergies beginning in 1998 from the combination of the two companies.

   
         Qwest will complete final  allocation of purchase price within one year
from  the  acquisition  date.  The  items  awaiting  final  allocation   include
non-current asset valuation and final determination of the costs to sell or exit
certain  activities of LCI. It is anticipated  that final allocation of purchase
price will not differ materially from the preliminary allocation.

         ICON  TRANSACTION.  On September  13,  1998,  Qwest and Icon CMT Corp.,
("Icon"), an Internet solutions company, entered into a definitive Agreement and
Plan of the Merger (the "Icon  Merger  Agreement").  The Icon  Merger  Agreement
provides for the acquisition of Icon in a stock-for-stock  merger, which will be
accounted  for as a purchase.  The actual number of shares of Qwest Common Stock
to be  exchanged  for each Icon share will be  determined  by dividing  $12 by a
15-day volume weighted average of trading prices for Qwest Common Stock prior to
the Icon stockholders  meeting that will be held prior to closing,  but will not
be less than .3200 shares (if Qwest's  average  stock price  exceeds  $37.50) or
more than .4444  shares (if Qwest's  average  stock price is less than  $27.00).
Qwest will also  assume the  outstanding  stock  options of Icon.  The  proposed
acquisition is subject to certain closing  conditions  that include  approval by
the stockholders of Icon.

         Qwest has also  agreed to  advance  up to $15  million  to Icon to fund
working capital requirements and for other corporate purposes.  In consideration
for this  commitment,  Icon  issued to Qwest a warrant to purchase up to 750,000
shares
    

                                       4

<PAGE>
   
of Icon  stock  at $12 per  share.  Icon's  three  founders  also  entered  into
agreements with Qwest to vote to approve the merger and to grant Qwest an option
on their  shares.  The warrant and options  give Qwest  beneficial  ownership of
approximately 44% of Icon's common stock.

         REGULATION.  Long  distance  carriers  have  historically  paid  access
charges to local exchange  carriers for the  origination and termination of long
distance calls that use the public switched  telephone  network.  In 1997, Qwest
began  offering,  at a lower rate per minute,  long  distance  services that use
voice over Internet protocol (IP) technology  instead of the technology used for
the traditional public switched  telephone network.  Qwest is able to offer such
IP long  distance  services  at a  discount  because,  among  other  things,  IP
telephony  services  are not subject to all of the access  charges that apply to
traditional  long  distance  services  that use the  public  switched  telephone
network.

         Two RBOCs recently  informed  carriers that provide long distance voice
services over the Internet or use IP  technology  that they also must pay access
charges on IP telephony  services as well. This is the first effort by incumbent
local exchange carriers to levy access charges on IP telephony  services.  Under
traditional federal regulatory policy,  providers of long distance services over
the Internet  and  companies  that use IP  technology  to provide long  distance
services have been exempt from access  charges.  Furthermore,  there has been no
definitive FCC  determination as to whether the attempt to treat IP telephony as
long distance  services  subject to access  charges is consistent  with criteria
outlined  by the FCC in its  April 10,  1998  report to  Congress  on  universal
service.  If local  exchange  carriers are allowed to levy access  charges on IP
telephony  long  distance  service  offerings,  this  development  will increase
Qwest's costs to provide such  services and might cause Qwest to reevaluate  the
pricing of such services.
    

                PRO FORMA CONDENSED COMBINED FINANCIAL STATEMENTS

         The  unaudited  pro  forma  condensed  combined  financial   statements
presented  below  are  derived  from  the  historical   consolidated   financial
statements  of  Qwest,  SuperNet,  Inc.  ("SuperNet"),   Phoenix  Network,  Inc.
("Phoenix"),  LCI and Icon. The unaudited pro forma condensed  combined  balance
sheet as of June 30, 1998 gives pro forma effect to the proposed  acquisition by
Qwest of all the issued and  outstanding  shares of capital  stock of Icon as if
the acquisition had occurred on June 30, 1998. The unaudited pro forma condensed
combined statements of operations for the six months ended June 30, 1998 and for
the year ended  December 31, 1997 give pro forma effect to the  acquisitions  of
SuperNet,  Phoenix, LCI and Icon as if such acquisitions had occurred on January
1, 1997. The unaudited pro forma condensed combined financial  statements do not
give effect to Qwest's  acquisition  of EUnet  International  Limited  ("EUnet")
because it is not  significant  for purposes of Rule 3-05 of the  Securities and
Exchange Commission Regulation S-X.

         The consummation of the LCI acquisition constituted a change in control
of LCI,  which was an event of default  under LCI's two credit  facilities  (the
"LCI  Credit  Facilities")  and LCI's  receivables  securitization  program.  In
addition,  an event of default under the LCI Credit  Facilities also constituted
an event of default under LCI's  operating  lease  agreement for a  headquarters
building in  Arlington,  Virginia.  LCI's  discretionary  lines of credit may be
discontinued at any time at the sole discretion of the providing banks.  Certain
of  LCI's  debt  securities  permit  mergers  and  consolidations,   subject  to
compliance  with certain  terms of the  governing  indenture.  There has been no
effect of the potential  defaults or other  features of the  aforementioned  LCI
financing  arrangements  reflected in the pro forma condensed combined financial
statements as Qwest  intends to  renegotiate  the terms and  conditions of these
arrangements.

   
         The unaudited pro forma condensed  combined  financial  statements give
effect  to the  acquisitions  described  above  under  the  purchase  method  of
accounting and are based on the  assumptions  and  adjustments  described in the
accompanying  notes to the  unaudited  pro forma  condensed  combined  financial
statements presented on the following pages. The fair value of the consideration
has been  allocated to the assets and  liabilities  acquired based upon the fair
values of such assets and liabilities at the date of each respective acquisition
and  may be  revised  for a  period  of up to one  year  from  the  date of each
respective  acquisition.  The  preliminary  estimates and  assumptions as to the
value of the assets and  liabilities of LCI and Icon to the combined  company is
based upon  information  available at the date of preparation of these unaudited
pro forma condensed combined financial statements, and will be adjusted upon the
final determination of such fair values. Qwest will complete final allocation of
purchase  price within one year from the  acquisition  date.  The items awaiting
final allocation include LCI non-current asset valuation and final determination
of the costs to sell or exit certain  activities of LCI. It is anticipated  that
final  allocation of the LCI purchase price will not differ  materially from the
preliminary allocation.

         The final  allocation of purchase price to the Icon assets acquired and
liabilities  assumed is dependent upon an analysis which has not progressed to a
stage at which there is  sufficient  information  to make an allocation in these
pro forma condensed combined financial statements.  Qwest has undertaken a study
to determine the  allocation of the Icon  purchase  price to the various  assets
acquired,  including  in-process  research  and  development  projects,  and the
liabilities
    


                                        5
<PAGE>

   
assumed. TO THE EXTENT THAT A PORTION OF THE ICON PURCHASE PRICE IS ALLOCATED TO
IN-PROCESS  RESEARCH AND  DEVELOPMENT,  A CHARGE,  WHICH MAY BE SIGNIFICANT  AND
MATERIAL TO QWEST'S RESULTS OF OPERATIONS,  WOULD BE RECOGNIZED IN THE PERIOD IN
WHICH THE PROPOSED  MERGER  OCCURS.  However,  this charge is not expected to be
material to the stockholders' equity or revenue of Qwest, based on the aggregate
Icon purchase price of approximately $200.0 million.

         THE UNAUDITED PRO FORMA CONDENSED COMBINED FINANCIAL  STATEMENTS DO NOT
PURPORT TO REPRESENT WHAT QWEST'S  RESULTS OF OPERATIONS OR FINANCIAL  CONDITION
WOULD HAVE ACTUALLY BEEN OR WHAT OPERATIONS  WOULD BE IF THE  TRANSACTIONS  THAT
GIVE RISE TO THE PRO FORMA ADJUSTMENTS HAD OCCURRED ON THE DATES ASSUMED AND ARE
NOT INDICATIVE OF FUTURE  RESULTS.  THE UNAUDITED PRO FORMA  CONDENSED  COMBINED
FINANCIAL  STATEMENTS  BELOW SHOULD BE READ IN  CONJUNCTION  WITH THE HISTORICAL
CONSOLIDATED  FINANCIAL STATEMENTS AND RELATED NOTES THERETO OF QWEST,  PHOENIX,
LCI, SUPERNET AND ICON.
    

                                       6
<PAGE>
<TABLE>
<CAPTION>
   
                                            QWEST COMMUNICATIONS INTERNATIONAL INC.

                                     PRO FORMA CONDENSED COMBINED STATEMENTS OF OPERATIONS

                                                 SIX MONTHS ENDED JUNE 30, 1998
                                                          (UNAUDITED)
                                      (AMOUNTS IN MILLIONS, EXCEPT PER SHARE INFORMATION)

                                                                                               Pro Forma            Pro Forma
                                                          Historicals                          Adjustments          Combined
                                        -------------------------------------------------      -----------          --------
                                              Qwest     LCI(2)      Phoenix(3)    Icon(4)
                                          ----------    ------      -------      -------
<S>                                       <C>           <C>          <C>         <C>           <C>                  <C>     
Revenue:

     Communications services              $      283    $  745       $   17      $    38                            $  1,083

     Construction services                       288        --           --           --                                 288
                                          ----------    ------       ------      -------      -------               --------

                                                 571       745           17           38                               1,371
                                          ----------    ------       ------      -------      -------               --------

Operating expenses:

     Access and network operations               185       445           13           29                                 672

     Construction services                       205        --           --           --                                 205

     Selling, general and administrative         152       163            7           18                                 340

     Depreciation and amortization                39        45            1            1      $    33   (7)              139

                                                                                                   10   (8)

                                                                                                    1   (9)

                                                                                                    9   (5)

     Merger costs                                 63        --           --            1          (64) (10)               --

     Provision for In-process R&D                818        --           --           --         (818) (11)               --
                                          ----------    ------       ------      -------      -------               --------

                                               1,462       653           21           49         (829)                 1,356
                                          ----------    ------       ------      -------      -------               --------

Income (loss) from operations                   (891)       92           (4)         (11)         829                     15

Other expense (income):
     Interest expense, net                        19        14           --           --                                  33
                                          ----------    ------       ------      -------      -------               --------

     Income (loss) before income taxes          (910)       78           (4)         (11)         829                    (18)

Income tax expense (benefit)                     (27)       30           --           --           20  (15)               23

                                          ----------    ------       ------      -------      -------               --------

Net income (loss)                         $     (883)   $   48       $   (4)     $   (11)     $   809               $    (41)
                                          ==========    ======       ======      =======      =======               ========

Loss per share - basic and diluted        $    (3.93)                                                               $  (0.12)
                                          ==========                                                                ========

Weighted average shares used for
calculating loss per share - basic
and diluted                                      225                                                                     330
                                          ==========                                                                ========


See accompanying notes to unaudited pro forma condensed combined financial statements.
</TABLE>
    

                                                               7
<PAGE>
<TABLE>
<CAPTION>

   
                                           QWEST COMMUNICATIONS INTERNATIONAL INC.

                                    PRO FORMA CONDENSED COMBINED STATEMENT OF OPERATIONS

                                                YEAR ENDED DECEMBER 31, 1997
                                                         (UNAUDITED)
                                     (AMOUNTS IN MILLIONS, EXCEPT PER SHARE INFORMATION)

                                                         Historical
                                          -------------------------------------------------    Pro Forma            Pro Forma
                                           Qwest        LCI(2)       Phoenix(3)    Icon(4)    Adjustments           Combined
                                          -------       -------      ----------    --------   -----------           ----------
<S>                                       <C>           <C>          <C>            <C>        <C>                  <C>     
Revenue:

     Communications services              $   115       $ 1,642      $    77        $    52     $       6  (11)    $     1,892

     Construction services                    581            --           --             --                                581
                                          -------       -------      -------       --------     ---------           ----------

                                              696         1,642           77             52             6                2,473
                                          -------       -------      -------       --------     ---------           ----------

Operating expenses:

     Access and network operations             91           986           57             39             3  (11)          1,176

     Construction services                    397            --           --             --                                397

     Selling, general and administrative      164           417           30             24             3  (11)            638

     Depreciation and amortization             20            96            4              1             2   (9)            247

                                                                                                        1  (11)

                                                                                                        3  (12)

                                                                                                       78   (7)

                                                                                                       25   (8)

                                                                                                       17   (5)

     Merger costs                                            45           --                          (45) (13)             --
                                          -------       -------      -------       --------     ---------           ----------

                                              672         1,544           91             64            87                2,458
                                          -------       -------      -------       --------     ---------           ----------

Income (loss) from operations                  24            98          (14)           (12)          (81)                  15

Other expense (income):                         7            36            1              1             1  (14)             46
     Interest expense, net

     Other                                    (7)            --          --                                                 (7)
                                          -------       -------      -------       --------     ---------           ----------

     Income (loss) before income taxes         24            62          (15)           (13)          (82)                 (24)

Income tax expense (benefit)                    9            31           --             --             2  (15)             42

                                          -------       -------      -------       --------     ---------           ----------

Net income (loss)                         $    15       $    31      $   (15)      $    (13)    $     (84)          $      (66)
                                          =======       =======      =======       ========     =========           ==========

Earnings (loss) per share - basic         $  0.08                                                                   $    (0.20)
                                          =======                                                                   ==========

Earnings (loss) per share - diluted       $  0.07                                                                   $    (0.20)
                                          =======                                                                   ==========

Weighted average shares used for
calculating earnings (loss)
 per share - basic                            191                                                                          327
                                          =======                                                                   ==========

Weighted average shares used for  
calculating earnings (loss) per share -
diluted                                       194                                                                          327
                                          =======                                                                   ==========

See accompanying notes to unaudited pro forma condensed combined financial statements.
</TABLE>

                                                           8
    

<PAGE>
<TABLE>
<CAPTION>

   
                                 QWEST COMMUNICATIONS INTERNATIONAL INC.
                                PRO FORMA CONDENSED COMBINED BALANCE SHEET

                                              JUNE 30, 1998
                                               (UNAUDITED)
                                          (AMOUNTS IN MILLIONS)


                                                Historical        
                                            ------------------    Pro Forma                    Pro Forma
                                             Qwest      Icon      Adjustments                   Combined
                                            -------    -------    -----------                  ---------

ASSETS
<S>                                         <C>         <C>          <C>                        <C>    

Current assets:

   Cash                                     $    366    $    18                                  $   384

   Trade accounts receivable, net                216         12                                      228

   Deferred income tax asset                     193         --                                      193

   Prepaid expenses and other                    268          3                                      271
                                            --------    -------      --------                    -------

     Total current assets                      1,043         33            --                      1,076


   Property and equipment, net                 1,743         12                                    1,755

   Excess of cost over net assets acquired     3,327         --      $    172   (6)                3,499

   Other, net                                    315         --                                      315
                                            --------    -------      --------                    -------

   TOTAL ASSETS                             $  6,428    $    45      $    172                    $ 6,645
                                            ========    =======      ========                    =======


LIABILITIES AND STOCKHOLDERS'
EQUITY

Current liabilities                         $  1,028    $    14      $      4   (6)              $ 1,046

Long-term debt and capital lease 
  obligations                                  1,365         --                                    1,365

Other long-term liabilities                      431         --                                      431
                                            --------    -------      --------                    -------

   Total liabilities                           2,824         14             4                      2,842

Commitments and contingencies


Stockholders' equity:
   Preferred stock                                --         --                                       --

   Common stock                                    3         --                                        3

   Additional paid-in capital                  4,516         63           (63)  (6)                4,715

                                                                          199   (6)

   (Accumulated deficit) retained 
     earnings                                   (915)       (32)           32   (6)                 (915)
                                            --------    -------      --------                    -------

     Total stockholders' equity                3,604         31           168                      3,803
                                            --------    -------      --------                    -------

TOTAL LIABILITIES AND
STOCKHOLDERS' EQUITY                        $  6,428    $    45      $    172                    $ 6,645
                                            ========    =======      ========                    =======

         See accompanying notes to unaudited pro forma condensed combined financial statements.
</TABLE>
    


                                                           9

<PAGE>

   
           NOTES TO PRO FORMA CONDENSED COMBINED FINANCIAL STATEMENTS


(1)  On June 5, 1998, Qwest acquired LCI, a communications  service provider. At
     the close of the acquisition (the "LCI Merger"), Qwest issued approximately
     114.6 million shares  (excluding  15.3 million shares of Qwest Common Stock
     having an estimated value of approximately $0.3 billion subject to issuance
     upon the exercise of outstanding  LCI stock options assumed by Qwest in the
     acquisition)  of Qwest common stock  having a value of  approximately  $3.7
     billion, assumed $0.3 billion of net liabilities and incurred approximately
     $13.5 million in direct acquisition costs. The LCI Merger was accounted for
     as a purchase.

(2)  Represents  the purchase by Qwest of the  outstanding  shares of LCI common
     stock,  the  assumption of certain  liabilities,  the incurrence of related
     transaction  costs,  and the initial  allocation of the pro forma  purchase
     price.
    


<TABLE>
   
<CAPTION>
                                                                                  (Amounts
                                                                                in Millions)
                                                                                -------------
     <S>                                                                          <C>
     Aggregate value of stock consideration(a)................................    $   3,657
     Value of LCI outstanding stock options, to be assumed by Qwest(b) ....... .        260
     Direct costs of the acquisition..........................................           14
                                                                                  ---------
                                                                                  $   3,931
                                                                                  =========
       Allocation of purchase price:
         Working capital, excluding deferred taxes............................    $    (352)
         Deferred federal income taxes (c)....................................           99
         Property and equipment...............................................          716
         Goodwill ............................................................        3,137
    
         Research and development (d).........................................          750
         Developed technology (d).............................................          250
         Long-term debt, excluding current portion............................         (462)
         Other liabilities and assets, net....................................         (207)
                                                                                  ---------
       Total..................................................................    $   3,931
                                                                                  =========
</TABLE>

     (a)     Represents   the  value  of  Qwest  Common  Stock  issued  for  the
             acquisition of the approximately  98.3 million shares of LCI common
             stock  outstanding.  Based on an average  trading  price of $31.92,
             Qwest issued  approximately  114.6  million  shares of Qwest Common
             Stock to acquire all the outstanding shares of LCI common stock.

     (b)     Represents  the  assumption  by  Qwest  of the  approximately  13.1
             million stock options outstanding under LCI's stock option plans.

   
     (c)     Represents  the  allocation  of purchase  price to deferred  income
             taxes.
    

     (d)     In connection  with the  acquisition of LCI,  Qwest  allocated $750
             million  of  the  purchase   price  to   incomplete   research  and
             development  ("R&D")  projects.   $250  million  was  allocated  to
             developed  technology,  while  $3,136.8 was  allocated to goodwill.
             This allocation to the in-process R&D represents the estimated fair
             value based on  risk-adjusted  cash flows related to the incomplete
             products.

             The  acquired  R&D  represents   engineering  and  test  activities
             associated  with the  introduction  of new services and information
             systems. Specifically, LCI is working on a variety of projects that
             are essential to delivering data services,  which are a significant
             departure in terms of  technological  complexity from the company's
             traditional   voice   products.   These   efforts  are  related  to
             redesigning  and  scaling  the  network  infrastructure  as well as
             developing the requisite network management systems. These projects
             are time  consuming and difficult to complete.  If the R&D projects
             are not  completed  as  planned,  they  will  neither  satisfy  the
             technical  requirements of a changing market nor be cost effective.
             Since these projects have not yet reached technological feasibility
             and have no alternative  future uses,  there can be no guarantee as
             to the  achieveability  of the  projects  or the  ascribed  values.
             Accordingly, these costs were expensed as of the acquisition date.


                                       10

<PAGE>
   
             The  projects  are expected to be completed in stages over the next
             18 months.  Completion costs total  approximately  $65 million ($20
             million in 1998 and $45 million in 1999). However,  these estimates
             are subject to change,  given the  uncertainties of the development
             process,  and no assurance can be given that  deviations from these
             estimates will not occur.

             Qwest  expects  to  begin  realizing  incremental  benefits  as the
             projects are  completed.  If these  projects  are not  successfully
             developed,  the sales and profitability of the combined company may
             be  adversely  affected in future  periods and the value of the R&D
             will not be realized.  The  integration  and  consolidation  of LCI
             requires  substantial  management  and financial  resources.  While
             Qwest believes the early results of these efforts are  encouraging,
             the acquisition of LCI necessarily involves a number of significant
             risks.

             The  developed  technology  and  goodwill  will be  amortized  on a
             straight-line basis over 10 years and 40 years, respectively.
    
       

(3)  On March 30, 1998, Qwest acquired Phoenix pursuant to a transaction whereby
     each outstanding  share of Phoenix common stock was exchanged for shares of
     Qwest Common Stock having an aggregate  market value equal to approximately
     $27.2 million, and future payments of up to $4.0 million.

   
(4)  On  September  13,  1998  Qwest  and Icon  entered  into  the  Icon  Merger
     Agreement.  The Icon Merger Agreement  provides for the acquisition of Icon
     in a stock-for-stock merger, which will be accounted for as a purchase. The
     actual number of shares of Qwest Common Stock to be exchanged for each Icon
     share  will be  determined  by  dividing  $12 by a 15-day  volume  weighted
     average  of  trading  prices  for  Qwest  Common  Stock  prior  to the Icon
     stockholders  meeting  that will be held prior to closing,  but will not be
     less than .3200 shares (if Qwest's  average stock price exceeds  $37.50) or
     more  than  .4444  shares  (if  Qwest's  average  stock  price is less than
     $27.00).  The estimated number of shares of Qwest Common Stock to be issued
     to Icon stockholders is 6 million shares (excluding .5 million shares to be
     issued  upon the  exercise of  outstanding  Icon stock  options  assumed by
     Qwest). The proposed  acquisition is subject to certain closing conditions,
     including approval by the stockholders of Icon.
    
       

(5)  Represents the amortization of intangible  assets from the preliminary Icon
     purchase  price  allocation.   The  amortization  is  calculated  using  an
     estimated useful life of 10 years. See note 6.

   
(6)  The pro forma adjustment  represents the purchase of the outstanding shares
     of Icon common stock by Qwest, the incurrence of related  transaction costs
     and the initial purchase price  allocation.  The initial purchase price was
     based upon an estimated  value of $200.0 million for the Qwest Common Stock
     to be issued in exchange  for the  outstanding  shares of Icon common stock
     and the  assumption of the Icon stock options and an estimated $3.5 million
     in transaction costs.

(7)  Represents the  amortization of goodwill that resulted from the preliminary
     LCI purchase price allocation. Goodwill amortization is calculated using an
     estimated useful life of 40 years. See note 2.
    

(8)  Represents the  amortization of developed  technology that results from the
     preliminary   LCI   purchase   price   allocation.   Developed   technology
     amortization is calculated  using an estimated useful life of 10 years. See
     note 2.

   
(9)  Represents  the  amortization  of goodwill  that  resulted from the Phoenix
     purchase price  allocation.  Goodwill  amortization is calculated  using an
     estimated useful life of 15 years.
    

(10) Merger costs and the provision for in-process  R&D are  eliminated  because
     they are  non-recurring  in nature.  These charges are  non-deductible  for
     federal tax purposes.

(11) On October 22, 1997,  Qwest acquired from an unrelated  third party all the
     outstanding  shares of common stock, and common stock issued at the closing
     of the  acquisition of SuperNet for $20.0 million in cash. The  acquisition
     was accounted for using the purchase method of accounting, and the purchase
     price  was  allocated  on  that  basis  to the  net  assets  acquired.  The
     historical  statement of operations of Qwest includes the operating results
     of  SuperNet   beginning  October  22,  1997.  This  pro  forma  adjustment
     represents  SuperNet's  unaudited  results  of  operations  for the  period
     January 1, 1997 to October 21, 1997.

   
(12) Represents  amortization for the period January 1, 1997 to October 21, 1997
     of goodwill that resulted from the SuperNet purchase price allocation.
    

                                       11

<PAGE>

(13) Represents  the  reversal  of  merger  costs   recognized  by  LCI  in  the
     acquisition  of USLD  Communications  Corp.,  which had been  accounted for
     under the pooling-of-interests method.

   
(14) Represents  the  amortization  of LCI debt premium over the 10-year life of
     the underlying debt.

(15) Represents  the  assumed  income  tax  effect of the pro  forma  adjustment
     relating  the  amortization  of  developed  technology,   the  reversal  of
     historical merger costs and the amortization of debt premium.

(16) Effective  with  the  LCI  merger,  Qwest  is no  longer  included  in  the
     consolidated  federal  income tax return of the Anschutz  Company,  Qwest's
     majority shareholder.  As a result, the tax sharing agreement with Anschutz
     Company is no longer effective.  Qwest previously recognized a deferred tax
     asset  attributable to its net operating loss  carryforwards  under the tax
     sharing agreement.

     Qwest currently believes the tax benefits  previously  recognized under the
     tax sharing  agreement  may be realized  through tax  planning  strategies.
     Accordingly,  any in-substance  dividend resulting from the deconsolidation
     from  Anschutz  Company is not expected to be material to the  consolidated
     balance sheet of Qwest.

(17) Transactions  among  Qwest,  SuperNet,   Phoenix,  LCI  and  Icon  are  not
     significant.
    

                                 USE OF PROCEEDS

     All  of the  Shares  offered  hereby  are  being  offered  by  the  Selling
Stockholders.  Qwest  will  receive  no part of the  proceeds  of any sales made
hereunder.

                              SELLING STOCKHOLDERS

     The Shares  offered  hereby are or will be held by the  persons or entities
listed in Annex A.

     Qwest will pay all expenses in connection with the registration and sale of
the Shares,  except any selling  commissions or discounts  allocable to sales of
the Shares,  fees and disbursements of counsel and other  representatives of the
Selling Stockholders, and any stock transfer taxes payable by reason of any such
sale.


                              PLAN OF DISTRIBUTION

   
        This  Prospectus  relates to the offer and sale from time to time by the
selling stockholders  identified in the section entitled "Selling  Stockholders"
and  Annex A and their  respective  pledges,  donees  and  other  successors  in
interest  (collectively,  the  "Selling  Stockholders")  of up to  approximately
[______________]  shares of Qwest Common Stock in the aggregate.  The Shares may
be sold from time to time by the Selling Stockholders. Such sales may be made in
underwritten  offerings or in open market or block  transactions or otherwise on
any national  securities exchange or automated  interdealer  quotation system on
which shares of Qwest Common Stock are then listed, including the Nasdaq, in the
over-the-counter  market, in private transactions or otherwise at prices related
to prevailing  market  prices at the time of the sale or at  negotiated  prices.
Some or all of the Shares may be sold  through  brokers  acting on behalf of the
Selling  Stockholders  or to dealers for resale by such  dealers.  In connection
with such sales,  such brokers and dealers may receive  compensation in the form
of  discounts  or  commissions  from the  Selling  Stockholders  and may receive
commissions  from the  purchasers  of such Shares for whom they act as broker or
agent (which  discounts  and  commissions  are not  anticipated  to exceed those
customary in the types of transactions  involved).  The Selling Stockholders may
offer to sell and may sell shares of Qwest Common Stock in options  transactions
or deliver such shares to cover short sales  "against the box." If necessary,  a
supplemental  or amended  Prospectus will describe the method of sale in greater
detail.  In  effecting  sales,   brokers  or  dealers  engaged  by  the  Selling
Stockholders  and/or  purchasers  of the Shares may arrange for other brokers or
dealers  to  participate.  In  addition,  any  of the  Shares  covered  by  this
Prospectus  which qualify for sale pursuant to Rule 144 under the Securities Act
may be sold under Rule 144 rather than pursuant to this Prospectus.

       If the shares are sold in an  underwritten  offering,  the shares will be
acquired by the  underwriters for their own accounts and may be resold from time
to time in one or more transactions,  including  negotiated  transactions,  at a
fixed public
    

                                       12

<PAGE>
   
offering  price or prices at the time of the sale or at negotiated  prices.  Any
initial  public  offering  price and any  discounts  or  commissions  allowed or
reallowed or paid to dealers may be changed from time to time.  Underwriters may
sell shares to or through  brokers or dealers,  and such brokers and dealers may
receive  compensation in the form of discounts,  commissions or commissions from
the underwriters and may receive  commissions from the purchasers of such shares
for whom they act as broker or agent (which  discounts and  commissions  are not
anticipated to exceed those customary in the types of transactions involved).

        Qwest has agreed to pay all expenses in connection with the registration
of the Shares.  The Selling  Stockholders  are  responsible for paying any other
selling expenses, including underwriting discounts and brokers' commissions, and
expenses of Selling Stockholders' counsel.

        The  number  of  Shares  that  may be  actually  sold  by  each  Selling
Stockholder will be determined by each such Selling Stockholder,  and may depend
upon a number of factors, including, among other things, the market price of the
Shares.  Because each of the Selling Stockholders may offer all, some or none of
the  Shares,  and  because  the  offering  contemplated  by this  Prospectus  is
currently not being  underwritten,  no estimate can be given as to the number of
Shares  that will be held by each of the Selling  Stockholders  upon or prior to
termination of this offering. Accordingly, there can be no assurance that any of
the Selling Stockholders will sell any or all of their respective Shares.

        The Selling Stockholders and any underwriter,  broker or dealer who acts
in  connection  with  the  sale of the  Shares  hereunder  may be  deemed  to be
"underwriters"  within the meaning of Section 2(11) of the  Securities  Act, and
any compensation  received by them and any profit on any resale of the Shares as
principals may be deemed to be underwriting  discounts and commissions under the
Securities Act.

        In order to comply with the  securities  laws of certain  jurisdictions,
the securities offered hereby will be offered or sold in such jurisdictions only
through  registered  or licensed  brokers or dealers.  In  addition,  in certain
jurisdictions  the  securities  offered hereby may not be offered or sold unless
they have been  registered  or qualified  for sale in such  jurisdictions  or an
exemption from registration or qualification is available and is complied with.
    

                                     EXPERTS

   
        The   consolidated   financial   statements   and   schedule   of  Qwest
Communications  International  Inc. and subsidiaries as of December 31, 1997 and
1996 and for each of the years in the three-year  period ended December 31, 1997
have been incorporated herein and in the Registration  Statement by reference in
reliance upon the report pertaining to such consolidated  financial  statements,
dated February 24, 1998, except as to note 22, which is as of March 8, 1998, and
the report dated  February 24, 1998  pertaining to such  schedule,  of KPMG Peat
Marwick LLP, independent  certified public accountants,  incorporated herein and
in the Registration Statement by reference,  and upon the authority of said firm
as experts in accounting and auditing.

        The   consolidated   financial   statements   and   schedules   of   LCI
International,  Inc. and  subsidiaries  as of December 31, 1997 and 1996 and for
each of the years in the three-year  period ended December 31, 1997 incorporated
by reference in this registration statement have been audited by Arthur Andersen
LLP, independent public accountants, as indicated in their report dated February
16, 1998 (except  with  respect to the matter  discussed in Note 15, as to which
the date is March 16, 1998) with  respect  thereto,  and are included  herein in
reliance upon the  authority of said firm as experts in accounting  and auditing
in giving said reports.

        The consolidated  financial  statements of Phoenix  Network,  Inc. as of
December  31, 1997 and 1996 and for each of the years in the  three-year  period
ended December 31, 1997 incorporated by reference herein and in the Registration
Statement have been audited by Grant Thornton LLP, independent  certified public
accountants,  as indicated in its reports with respect thereto, and are included
herein in reliance on the reports of Grant  Thornton LLP and upon the  authority
of said firm as experts in accounting and auditing.

         The financial statements of SuperNet,  Inc. as of June 30, 1997 and for
the year  ended  June 30,  1997  have  been  incorporated  by  reference  in the
Registration  Statement in reliance upon the report, dated September 26, 1997 of
Dollinger,  Smith & Co., independent certified public accountants,  incorporated
by  reference  herein,  and  upon  the  authority  of said  firm as  experts  in
accounting and auditing.
    

                                       13
<PAGE>

   
         The consolidated  financial statements of Icon CMT Corp. as of December
31, 1996 and 1997 and for each of the three years in the period  ended  December
31, 1997, have been  incorporated in this Prospectus by reference to the Current
Report on From 8-K of Icon CMT Corp.  dated  September 30, 1998.  Such financial
statements,  except as they relate to Frontier Media Group,  Inc. as of December
31, 1996 and 1997 and for each of the two years in the period ended December 31,
1997, have been audited by PricewaterhouseCoopers  LLP, independent accountants,
and insofar as they relate to Frontier Media Group, Inc. as of December 31, 1996
and 1997 and for each of the two years in the period ended December 31, 1997, by
Ernst & Young LLP,  independent  accountants  whose reports are  incorporated by
reference  herein.  Such  financial  statements  have  been so  incorporated  in
reliance on the reports of such independent  accountants  given on the authority
of such firms as experts in auditing and accounting.
    

                                       14
<PAGE>

   
                                                                         ANNEX A

                              SELLING STOCKHOLDERS


===============================================================================

             NAME OF SHAREHOLDER                         NUMBER OF SHARES
- -------------------------------------------------------------------------------
Advent Euro-Italian Direct Investment Program L.P.           [________]
- -------------------------------------------------------------------------------
Advent International Investors II Limited Partnership        [________]
- -------------------------------------------------------------------------------
Advent Partners Limited Partnership                          [________]
- -------------------------------------------------------------------------------
Global Private Equity II Europe Limited Partnership          [________]
- -------------------------------------------------------------------------------
Global Private Equity II Limited Partnership                 [________]
- -------------------------------------------------------------------------------
Global Private Equity II - PGGM Limited Partnership          [________]
- -------------------------------------------------------------------------------
Charterhouse Venture Nominees Limited                        [________]
- -------------------------------------------------------------------------------
AS Ganger Rolf                                               [________]
- -------------------------------------------------------------------------------
AS Bonheur                                                   [________]
- -------------------------------------------------------------------------------
Den Norske Krigforsikring for SKIB                           [________]
- -------------------------------------------------------------------------------
Four Seasons Venture II AS                                   [________]
- -------------------------------------------------------------------------------
Hartog & Co. AS                                              [________]
- -------------------------------------------------------------------------------
Seska AS                                                     [________]
- -------------------------------------------------------------------------------
Simask AS                                                    [________]
- -------------------------------------------------------------------------------
Skaufoss AS                                                  [________]
- -------------------------------------------------------------------------------
Tvenge, Torstein                                             [________]
- -------------------------------------------------------------------------------
Uranus Invest AS                                             [________]
- -------------------------------------------------------------------------------
Vesta Forsikrung AS                                          [________]
- -------------------------------------------------------------------------------
Xnet Netzwerkservice GmbH                                    [397,762]
- -------------------------------------------------------------------------------
Capy, Francis                                                  40,749
- -------------------------------------------------------------------------------
FNET                                                           33,119
- -------------------------------------------------------------------------------
Guidon, Jacques                                                 8,832
- -------------------------------------------------------------------------------
Van, Jean-Claude                                                8,832
- -------------------------------------------------------------------------------
Bloch, Laurent                                                  8,832
- -------------------------------------------------------------------------------
Wurtz, Michael                                                  8,832
- -------------------------------------------------------------------------------
Lucas, Pedros                                                   8,832
- -------------------------------------------------------------------------------
Dax, Philippe                                                   8,832
- -------------------------------------------------------------------------------
Helsingius, Johan, Director, EUnet                            272,372
- -------------------------------------------------------------------------------
Poole, Simon, Director, EUnet                                  97,190
- -------------------------------------------------------------------------------
    

                                      A-1
<PAGE>

   
===============================================================================

             NAME OF SHAREHOLDER                         NUMBER OF SHARES
- -------------------------------------------------------------------------------
de Vos, Luc, Director, EUnet                                   83,925
- -------------------------------------------------------------------------------
Lagauw, Martin                                                 82,923
- -------------------------------------------------------------------------------
Orshoven, Jan Van                                              82,409
- -------------------------------------------------------------------------------
Pieters, Eric                                                  82,409
- -------------------------------------------------------------------------------
Eschle, Patrik                                                 70,577
- -------------------------------------------------------------------------------
Rosendorf, Pavel, Director, EUnet                              65,674
- -------------------------------------------------------------------------------
Orsag, Jiri                                                    62,868
- -------------------------------------------------------------------------------
Muller, Jan                                                    62,284
- -------------------------------------------------------------------------------
Naurstad, Gisle, Director, EUnet                               50,809
- -------------------------------------------------------------------------------
Omand, James, Chairman of the Board of EUnet                   42,685
- -------------------------------------------------------------------------------
Ojala, Petri                                                   40,315
- -------------------------------------------------------------------------------
Hursti, Harri                                                  39,598
- -------------------------------------------------------------------------------
Rahiala, Esko                                                  39,598
- -------------------------------------------------------------------------------
Bjerke, Jon Petter                                             37,301
- -------------------------------------------------------------------------------
Reistad, Morten                                                35,808
- -------------------------------------------------------------------------------
Treindl, Alois                                                 35,605
- -------------------------------------------------------------------------------
NUUG                                                           33,251
- -------------------------------------------------------------------------------
Van Braekel, Luc                                               26,451
- -------------------------------------------------------------------------------
Burget, Ivo                                                    22,243
- -------------------------------------------------------------------------------
De Brouwer, Walter                                             17,633
- -------------------------------------------------------------------------------
Ionescu, Liviu-Grigore                                         14,841
- -------------------------------------------------------------------------------
Vink, Erwin Willem, Director, EUnet                            12,952
- -------------------------------------------------------------------------------
De Becker, Geert                                                6,791
- -------------------------------------------------------------------------------
Devillers, Yves                                                82,245
- -------------------------------------------------------------------------------
Bauer-Nilsen, Trygve                                           14,998
- -------------------------------------------------------------------------------
Novak, Petr                                                    11,122
- -------------------------------------------------------------------------------
Herding, Bjorn                                                 10,921
- -------------------------------------------------------------------------------
Asplem, Arne                                                   10,376
- -------------------------------------------------------------------------------
Companiet AS                                                    8,195
- -------------------------------------------------------------------------------
Amundsen, Une                                                   6,146
- -------------------------------------------------------------------------------
Avanti A/S                                                      6,146
- -------------------------------------------------------------------------------
Bakke, Vidar                                                    4,892
- -------------------------------------------------------------------------------

                                      A-2
    
<PAGE>

   
===============================================================================

             NAME OF SHAREHOLDER                         NUMBER OF SHARES
- -------------------------------------------------------------------------------
IT Forum V/Sandnes Assurance                                   4,097
- -------------------------------------------------------------------------------
TronderEnergi                                                  4,097
- -------------------------------------------------------------------------------
Magnar, Helleren                                               4,036
- -------------------------------------------------------------------------------
Bergstad, Ide                                                  3,800
- -------------------------------------------------------------------------------
Gallagher & Robertson A/S                                      3,800
- -------------------------------------------------------------------------------
Fischer, Niels                                                 3,503
- -------------------------------------------------------------------------------
Anthonsen, Pal S.                                              3,325
- -------------------------------------------------------------------------------
Ramont, Gracy                                                  2,958
- -------------------------------------------------------------------------------
Pebriga AS                                                     2,048
- -------------------------------------------------------------------------------
Svemona AS                                                     2,048
- -------------------------------------------------------------------------------
Tjetland, Bjorn G                                              2,048
- -------------------------------------------------------------------------------
Storrosten, Dag Ole                                            2,001
- -------------------------------------------------------------------------------
Lucas, Humberto, Director, EUnet                              91,729
- -------------------------------------------------------------------------------
Ose, Torbjorn                                                  1,514
- -------------------------------------------------------------------------------
Skarland, Svein                                                1,229
- -------------------------------------------------------------------------------
Skarland Eiendom                                               1,229
- -------------------------------------------------------------------------------
Jambresic, Neven                                               1,167
- -------------------------------------------------------------------------------
Algard Offset A/S                                              1,024
- -------------------------------------------------------------------------------
Ask, Aksjeklubben                                              1,024
- -------------------------------------------------------------------------------
Martinsen, Dag Leo                                             1,024
- -------------------------------------------------------------------------------
Boyesen, Dag                                                     948
- -------------------------------------------------------------------------------
Laine, Arttu Pekka                                               870
- -------------------------------------------------------------------------------
Skarland Finans AS                                               819
- -------------------------------------------------------------------------------
Sveinaas AS                                                      819
- -------------------------------------------------------------------------------
Olsen, Borge                                                     753
- -------------------------------------------------------------------------------
Goson, Aksjekubben                                               717
- -------------------------------------------------------------------------------
Sikveland, Siguvd                                                614
- -------------------------------------------------------------------------------
Breistoel, Ole Byoern                                            512
- -------------------------------------------------------------------------------
Nesbak, Kristian                                                 512
- -------------------------------------------------------------------------------
Ellingsen, Ragnhild S                                            307
- -------------------------------------------------------------------------------
Helledal, Britt                                                  256
- -------------------------------------------------------------------------------
Myrvang, Eirik                                                   256
- -------------------------------------------------------------------------------

                                      A-3
    

<PAGE>
   
===============================================================================

             NAME OF SHAREHOLDER                         NUMBER OF SHARES
- -------------------------------------------------------------------------------
Haberler, Michael, Director, EUnet                              250
- -------------------------------------------------------------------------------
Schartner, Thomas                                               668
- -------------------------------------------------------------------------------
Herdlicka, Herbert, Director, EUnet                             751
- -------------------------------------------------------------------------------
Harmes, David, Director, EUnet                                7,519
- -------------------------------------------------------------------------------
Bilse, Per                                                      668
- -------------------------------------------------------------------------------
Chytil, Georg                                                   668
- -------------------------------------------------------------------------------
van Loock, Rudi                                                 417
- -------------------------------------------------------------------------------
Robustelli, Daniela                                             668
- -------------------------------------------------------------------------------
Wild, Markus                                                    417
- -------------------------------------------------------------------------------
Hartman, Michael                                                584
- -------------------------------------------------------------------------------
Zubickova, Zdenka                                               835
- -------------------------------------------------------------------------------
Hellum, Steffen                                                 668
- -------------------------------------------------------------------------------
Lyseggen, Jorn                                                  668
- -------------------------------------------------------------------------------
Skjefstad, Bente                                                668
- -------------------------------------------------------------------------------
Larilahti, Jyrki                                                668
- -------------------------------------------------------------------------------
James Omand, William Schmidt, and Gisle Naurstadt            
jointly, as Shareholder Representatives under the
Transaction Agreement dated March 26, 1998 among
Qwest Communications International Inc. and certain
shareholders of EUnet International Limited.                 26,726
- -------------------------------------------------------------------------------

Laurent-Ricard, Eric                                         53,292
- -------------------------------------------------------------------------------
Man. Risk AS                                                 22,858
- -------------------------------------------------------------------------------
Jucker, Beat                                                  7,004
- -------------------------------------------------------------------------------
Klingsheim, Kare                                              2,048
- -------------------------------------------------------------------------------
Omand, Ann                                                    2,048
- -------------------------------------------------------------------------------
Omand, Jennifer                                               2,048
- -------------------------------------------------------------------------------
Niessner, Herbert                                             1,167
- -------------------------------------------------------------------------------
Triton A/S                                                    1,024
- -------------------------------------------------------------------------------
Ogreied, Magne                                                  409
- -------------------------------------------------------------------------------
Schiotz, Victoria                                               256
- -------------------------------------------------------------------------------
Haukeboe, Tove                                                 1280
- -------------------------------------------------------------------------------
Haukeboe, Kari                                                 1280
- -------------------------------------------------------------------------------
Torp, Stein                                                     256
- -------------------------------------------------------------------------------
AS Peak                                                         256
- -------------------------------------------------------------------------------
    

                                      A-4

<PAGE>
   
===============================================================================

             NAME OF SHAREHOLDER                         NUMBER OF SHARES
- -------------------------------------------------------------------------------
Ruef, Beni                                                    1,899
- -------------------------------------------------------------------------------
Setsaas, Peter                                                2,048
- -------------------------------------------------------------------------------
Zamfir, Elena                                                14,841
- -------------------------------------------------------------------------------
Ivanoff, Michael                                              1,774
===============================================================================

                                       A-5
    
<PAGE>
                                     PART II

                     INFORMATION NOT REQUIRED IN PROSPECTUS

Item 14.  OTHER EXPENSES OF ISSUANCE AND DISTRIBUTION.

     The  following  is a schedule of the  estimated  expenses to be incurred by
Qwest in  connection  with this  offering  of the Shares of Qwest  Common  Stock
registered hereby:

         SEC registration fee........................................$42,558.00*
         Stock exchange listing fees.................................$17,500.00
         Legal fees and expenses.....................................$20,000.00*
         Transfer agent's fees and expenses..........................$ 2,000.00*
                                                                     ----------
            Total....................................................$82,058.00*
                                                                     ==========

- -----------
* Estimated.

Item 15.  INDEMNIFICATION OF DIRECTORS AND OFFICERS.

     Section 145 of the Delaware  General  Corporation  Law ("DGCL")  empowers a
Delaware  corporation  to indemnify any persons who are, or are threatened to be
made,  parties  to  any  threatened,   pending  or  completed  action,  suit  or
proceeding, whether civil, criminal, administrative or investigative (other than
an action by or in the  right of such  corporation),  by reason of the fact that
such person is or was an officer or director  of such  corporation  or is or was
serving at the request of such corporation as a director,  officer,  employee or
agent  of  another  corporation,  partnership,  joint  venture,  trust  or other
enterprise.  The indemnity may include  expenses  (including  attorneys'  fees),
judgments, fines and amounts paid in settlement actually and reasonably incurred
by such person in  connection  with such  action,  suit or  proceeding,  if such
officer or director  acted in good faith and in a manner such person  reasonably
believed to be in or not opposed to the best interests of the corporation,  and,
with respect to any criminal  action or proceeding,  had no reasonable  cause to
believe  such  officer's  or  director's   conduct  was  unlawful.   A  Delaware
corporation may indemnify officers and directors in an action by or in the right
of the corporation under the same conditions,  except that no indemnification is
permitted without judicial approval if the officer or director is adjudged to be
liable  to the  corporation  in the  performance  of his or her  duty.  Where an
officer or director is  successful  on the merits or otherwise in the defense of
any action  referred to above,  the  corporation  must indemnify such officer or
director  against  the  expense  which such  officer or  director  actually  and
reasonably incurred.

     In accordance with Section  102(b)(7) of the DGCL, the Amended and Restated
Certificate of  Incorporation  of Qwest,  as amended (the "Qwest  Certificate of
Incorporation"),  provides that  directors  shall not be  personally  liable for
monetary  damages for breaches of their  fiduciary duty as directors  except for
(i) breaches of their duty of loyalty to Qwest or its stockholders, (ii) acts or
omissions not in good faith or which involve  intentional  misconduct or knowing
violations  of law,  (iii)  certain  transactions  under Section 174 of the DGCL
(unlawful  payment of dividends or unlawful stock  purchases or  redemptions) or
(iv)  transactions  from which a director derives an improper  personal benefit.
The effect of this provision is to eliminate the personal liability of directors
for monetary  damages for actions  involving a breach of their fiduciary duty of
care, including any actions involving gross negligence.

     The Qwest  Certificate of Incorporation and the Bylaws of Qwest (the "Qwest
Bylaws")  provide for  indemnification  of Qwest's officers and directors to the
fullest extent permitted by applicable law, except that the Qwest Bylaws provide
that Qwest is required to indemnify an officer or director in connection  with a
proceeding initiated by such person only if the proceeding was authorized by the
Board of Directors of Qwest.  In addition,  Qwest maintains  insurance  policies
which  provide  coverage for its officers  and  directors in certain  situations
where Qwest cannot directly indemnify such officers or directors.

     Pursuant  to  Section  145  of  the  DGCL  and  the  Qwest  Certificate  of
Incorporation  and the Qwest Bylaws,  Qwest  maintains  directors' and officers'
liability insurance coverage.

                                      II-1
<PAGE>

Item 16.  EXHIBITS AND FINANCIAL STATEMENT SCHEDULES.

       The following documents are filed as part of this Registration Statement:

Exhibit No.                        Description
- -----------                        -----------

  3.1**      Amended and Restated Certificate of Incorporation of Qwest.
   
  3.2        Certificate  of Amendment of Amended and  Restated  Certificate  of
             Incorporation  of Qwest  (previously  filed).  
  3.3        Bylaws of Qwest  (incorporated by reference to exhibit 3 in Qwest's
             Form  10-Q for the  quarter  ended  September  30,  1997  (File No.
             000-22609)).
    
  4.1(a)***  Indenture  dated as of October 15, 1997 with Bankers  Trust Company
             (including form of Qwest's 9.47% Senior Discount Notes due 2007 and
             9.47%  Series  B  Senior  Discount  Notes  due  2007 as an  exhibit
             thereto).
  4.1(b)**** Indenture  dated as of August 28, 1997 with Bankers  Trust  Company
             (including  form of Qwest's 10 7/8% Series B Senior  Notes due 2007
             as an exhibit thereto).
  4.1(c)**** Indenture  dated as of January 29, 1998 with Bankers  Trust Company
             (including form of Qwest's 8.29% Senior Discount Notes due 2008 and
             8.29%  Series  B  Senior  Discount  Notes  due  2008 as an  exhibit
             thereto).
  4.2****    Registration Agreement dated January 29, 1998 with Salomon Brothers
             Inc relating to Qwest's 8.29% Senior Discount Notes due 2008.
   
  4.3        Third Amended and Restated Credit Agreement,  dated as of September
             5, 1997, by and among LCI International  Inc., First Union National
             Bank,  Nationsbank  of  Texas,  N.A.,  and  the  Bank  of New  York
             (incorporated  by reference to exhibit  4(c)(xv) in LCI's Quarterly
             Report on Form 10-Q for the quarter ended September 30, 1997).
  4.4        Indenture  dated as of June 23,  1997  between  LCI  International,
             Inc., and First Trust National Association,  as trustee,  Providing
             for the Issuance of Senior Debt Securities,  including  Resolutions
             of the Pricing Committee of the Board of Directors establishing the
             terms of the 7.25% Senior Notes due June 15, 2007  (incorporated by
             reference to exhibit 4(c) in LCI's Current Report on Form 8-K dated
             June 23, 1997).
  5.1        Opinion of  O'Melveny & Myers LLP with  respect to the  legality of
             the Qwest Common Stock being registered (previously filed).
    
 10.1**      Growth Share Plan, as amended, effective October 1, 1996.
 10.2**      Employment  Agreement  dated  December  21,  1996  with  Joseph  P.
             Nacchio.
 10.3**      Promissory  Note dated  November 20, 1996 and  Severance  Agreement
             dated December 1, 1996 with Robert S. Woodruff.
 10.4****    Equity Compensation Plan for Non-Employee Directors.
 10.5**+     IRU   Agreement   dated  as  of  October  18,  1996  with  Frontier
             Communications International Inc.
 10.6**+     IRU Agreement  dated as of February 26, 1996 with WorldCom  Network
             Services, Inc.
 10.7**+     IRU Agreement dated as of May 2, 1997 with GTE.
 10.8**      Equity Incentive Plan.
 10.9****    Employment Agreement dated March 7, 1997 with Stephen M. Jacobsen.
 10.10****   Employment Agreement dated October 8, 1997 with Lewis O. Wilks.
 10.11****   Employment Agreement dated September 26, 1997 with Brij Khandelwal.
 10.12****   Employment Agreement dated September 19, 1997 with Larry Seese.
 10.13****   Growth  Share Plan  Agreement  with  Joseph P.  Nacchio,  effective
             January 1, 1997, and Amendment thereto.
 10.14****   Non-Qualified  Stock  Option  Agreement  with  Joseph  P.  Nacchio,
             effective June 1997.
   
 10.15       Employment  Agreement,  dated as of October 18,  1993,  between LCI
             International  Management  Services,  Inc.  and Joseph A.  Lawrence
             (incorporated  by reference to LCI's Annual Report on Form 10-K for
             the year ended December 31, 1994).*
 10.16       LCI  International,  Inc. 1992 Stock Option Plan  (incorporated  by
             reference to LCI's Registration Statement No. 33-60558).*
 10.17       LiTel Communications,  Inc. 1993 Stock Option Plan (incorporated by
             reference to LCI's Registration Statement No. 33-60558).*
 10.18       LCI  International,  Inc. 1994/1995 Stock Option Plan (incorporated
             by reference to LCI's Annual Report on Form 10-K for the year ended
             December 31, 1993).*
 10.19       LCI International,  Inc. and Subsidiaries Nonqualified Stock Option
             Plan for Directors (incorporated by reference to LCI's Registration
             Statement No. 33-67368).*
 10.20       LCI  International,  Inc.  1995/1996 Stock Option  (incorporated by
             reference to LCI's Proxy  Statement for the 1995 Annual  Meeting of
             Shareowners).*
 10.21       Employment  Agreement,  dated as of March  20,  1994,  between  LCI
             International,   Inc.  and  H.  Brian  Thompson   (incorporated  by
             reference  to LCI's  Annual  Report on Form 10-K for the year ended
             December 31, 1994).*
    

                                      II-2
<PAGE>
   
 10.22       LCI International  Management Services, Inc. Supplemental Executive
             Retirement  Plan  (incorporated  by  reference  to LCI's  Quarterly
             Report on Form 10-Q for the quarter ended March 31, 1995).*
 10.23       Employment  Agreement,  dated as of  October  1, 1995  between  LCI
             International   Management   Services,   Inc.,   and  Larry  Bouman
             (incorporated by reference to exhibit  10(1)(xviii) in LCI's Annual
             Report on Form 10-K for the year ended December 31, 1995).*
 10.24       1997/1998 LCI  International,  Inc. Stock Option Plan (incorporated
             by reference to exhibit  10(1)(xxi)  in LCI's Annual Report on Form
             10-K for the year ended December 31, 1996).*
 10.25       LCI  International,   Inc.  and  Subsidiaries  Executive  Incentive
             Compensation Plan (incorporated by reference to exhibit 10(1)(xxii)
             in LCI's Annual Report on Form 10-K for the year ended December 31,
             1996).*
 10.26       Contractor  Agreement  dated  January  18,  1993 by and between LCI
             International  Telecom Corp. and American  Communications  Network,
             Inc.  (incorporated  by reference to LCI's Quarterly Report on Form
             10-Q for the quarter ended  September  30, 1995).  Portions of this
             exhibit  have been omitted  pursuant to a request for  confidential
             treatment.*
 10.27       Transfer and  Administrative  Agreement  among  Enterprise  Funding
             Corporation,  LCI SPC I, Inc.,  LCI  International  Telecom  Corp.,
             NationsBank,  N.A. and certain other parties thereto,  dated August
             29, 1996  (incorporated  by reference to exhibit  10(r)(i) in LCI's
             Quarterly  Report on Form 10-Q for the quarter ended  September 30,
             1996).
 10.28       Receivables  Purchase  Agreement  dated August 29, 1996,  among LCI
             International  Telecom Corp. and LCI SPC I, Inc.  (incorporated  by
             reference to exhibit  10(r)(ii) in LCI's  Quarterly  Report on Form
             10-Q for the quarter ended September 30, 1996).
 10.29       Subordinated  Intercompany  Revolving Note,  dated August 29, 1996,
             issued  to LCI  International  Telecom  Corp.  by LCI  SPC I,  Inc.
             (incorporated by reference to exhibit 10(r)(iii) in LCI's Quarterly
             Report on Form 10-Q for the quarter ended September 30, 1996).
 10.30       Support  Agreement,  dated August 29, 1996,  by LCI  International,
             Inc.  in favor of LCI SPC I, Inc.  (incorporated  by  reference  to
             exhibit  10(r)(iv) in LCI's  Quarterly  Report on Form 10-Q for the
             quarterly period ended September 30, 1996).
 10.31       Participation  Agreement  dated  as  of  November  1996  among  LCI
             International,  Inc., as the Construction  Agent and as the Lessee,
             First Security  Bank,  National  Association,  as the Owner Trustee
             under  the  Stuart  Park  Trust  the  various   banks  and  lending
             institutions  which are  parties  thereto  from time to time as the
             Holders,  the  various  banks and  lending  institutions  which are
             parties thereto from time to time as the Lenders and NationsBank of
             Texas,  N.A.,  as  the  Agent  for  the  Lenders  (incorporated  by
             reference to exhibit  10(s)(i) in LCI's Annual  Report on Form 10-K
             for the year ended December 31, 1996).
 10.32       Unconditional Guaranty Agreement dated as of November 15, 1996 made
             by LCI International, Inc., as Guarantor in favor of NationsBank of
             Texas,  N.A.,  as Agent for the  ratable  benefit of the  Tranche A
             Lenders  (incorporated  by reference to exhibit  10(s)(ii) in LCI's
             Annual Report on Form 10-K for the year ended December 31, 1996).
 10.33       Agency   Agreement   between  LCI   International,   Inc.,  as  the
             Construction Agent and First Security Bank,  National  Association,
             as the Owner  Trustee  under the  Stuart  Park  Trust as the Lessor
             dated as of November 15, 1996 (incorporated by reference to exhibit
             10(s)(iii)  in LCI's Annual  Report on Form 10-K for the year ended
             December 31, 1996).
 10.34       Deed of Lease Agreement dated as of November 15, 1996 between First
             Security Bank, National  Association as the Owner Trustee under the
             Stuart Park Trust, as Lessor and LCI International,  Inc. as Lessee
             (incorporated  by  reference  to exhibit  10(s)(iv) in LCI's Annual
             Report on Form 10-K for the year ended December 31, 1996).
 21.1        Subsidiaries of the Registrant [(previously filed)].
    
 23.1        Consent of KPMG Peat Marwick LLP.
 23.2        Consent of Arthur Andersen LLP.
 23.3        Consent of Grant Thornton LLP.
   
 23.4        Consent of O'Melveny & Myers LLP (contained in exhibit 5.1).
 23.4        Consent of PricewaterhouseCoopers LLP.
 23.5        Consent of Ernst & Young LLP.
 23.6        Consent of Dollinger, Smith & Co.
 24.1        Power of Attorney (previously filed).

*      Indicates executive compensation plans and arrangements.
    

                                      II-3
<PAGE>

       (ii) Financial Statement  Schedules.  The following is a complete list of
Financial  Statement  Schedules  filed as part of this  Registration  Statement,
which are  incorporated by reference herein from Amendment No. 1 to Registration
Statement on Form S-4 (File No. 333-49915) filed by Qwest on May 13, 1998.

Schedule IIA Qwest  Communications  International  Inc. Valuation and Qualifying
Accounts.
Schedule IIB  LCI International, Inc. Valuation and Qualifying Accounts.


- --------------------------

   
**       Incorporated by reference to the exhibit of the same number in Form S-1
         as declared effective on June 23, 1997 (File No. 333-25391).
***      Incorporated  by  reference  to  exhibit  4.1 in Form  S-4 as  declared
         effective on January 5, 1998 (File No. 333-42847).
****     Incorporated  by reference to the exhibit of the same number in Qwest's
         Form 10-K for the year ended  December 31,  1997. 
+        Portions  have been  omitted  pursuant  to a request  for  confidential
         treatment.
    

Item 17.  UNDERTAKINGS.

       The  undersigned  registrant  hereby  undertakes  that,  for  purposes of
determining  any liability  under the Securities Act of 1933, each filing of the
registrant's  annual  report  pursuant to section  13(a) or section 15(d) of the
Securities  Exchange  Act of 1934  (and,  where  applicable,  each  filing of an
employee  benefit  plan's  annual  report  pursuant  to  Section  15(d)  of  the
Securities  Exchange  Act of 1934)  that is  incorporated  by  reference  in the
registration  statement  shall  be  deemed  to be a new  registration  statement
relating to the securities offered therein,  and the offering of such securities
at that time shall be deemed to be the initial BONA FIDE offering thereof.

       The undersigned  registrant  hereby  undertakes to deliver or cause to be
delivered with the prospectus,  to each person to whom the prospectus is sent or
given,  the latest annual  report to security  holders that is  incorporated  by
reference  in  the  prospectus  and  furnished   pursuant  to  and  meeting  the
requirements  of Rule 14a-3 or Rule 14c-3 under the  Securities  Exchange Act of
1934;  and,  where  interim  financial  information  required to be presented by
Article 3 of Regulation S-X are not set forth in the prospectus,  to deliver, or
cause to be  delivered to each person to whom the  prospectus  is sent or given,
the latest  quarterly  report that is specifically  incorporated by reference in
the prospectus to provide such interim financial information.

                                      II-4

<PAGE>
                                   SIGNATURES

   
       PURSUANT THE REQUIREMENTS OF THE SECURITIES ACT OF 1933, AS AMENDED QWEST
COMMUNICATIONS INTERNATIONAL INC. HAS DULY CAUSED THIS REGISTRATION STATEMENT TO
BE SIGNED ON ITS BEHALF BY THE  UNDERSIGNED  THEREUNTO DULY  AUTHORIZED,  IN THE
CITY OF DENVER, STATE OF COLORADO, ON SEPTEMBER 30, 1998.
    

              QWEST COMMUNICATIONS INTERNATIONAL INC.

   
              By: /s/ ROBERT S. WOODRUFF
                  ---------------------------------------------
              Name:   Robert S. Woodruff
              Title:  Executive Vice President--Finance
    

                                POWER OF ATTORNEY

       PURSUANT TO THE  REQUIREMENTS  OF THE SECURITIES ACT OF 1933, AS AMENDED,
THIS  REGISTRATION  STATEMENT  HAS BEEN SIGNED BY THE  FOLLOWING  PERSONS IN THE
CAPACITIES AND ON THE DATES INDICATED.

      Signature                    Capacity                         Date
- -------------------------------------------------------------------------------

   
/s/ PHILIP F. ANSCHUTZ*     Chairman of the Board          September 30, 1998
- ------------------------
    Philip F. Anschutz

/s/ H. BRIAN THOMPSON*      Vice Chairman of the Board     September 30, 1998
- ------------------------
    H. Brian Thompson


/s/ JOSEPH P. NACCHIO*      Director, President and        September 30, 1998
- ------------------------     (Chief Executive Officer
    Joseph P. Nacchio        Principal Executive
                             Officer)

/s/ ROBERT S. WOODRUFF      Director and Executive         September 30, 1998
- ------------------------     Vice President--
    Robert S. Woodruff       Finance and Chief
                             Financial Officer and
                             Treasurer (Principal
                             Financial Officer and
                             Principal Accounting
                             Officer)

/s/ CANNON Y. HARVEY*       Director                       September 30, 1998
- ------------------------
    Cannon Y. Harvey

/s/ JORDAN L. HAINES*       Director                       September 30, 1998
- ------------------------
    Jordan L. Haines

/s/ DOUGLAS M. KARP*        Director                       September 30, 1998
- ------------------------
    Douglas M. Karp

/s/ VINOD KHOSLA*           Director                       September 30, 1998
- ------------------------
    Vinod Khosla

    


                                      II-5
<PAGE>
   
/s/ RICHARD T. LIEBHABER*   Director                       September 30, 1998
- ------------------------
    Richard T. Liebhaber

/s/ DOUGLAS L. POLSON*      Director                       September 30, 1998
- ------------------------
    Douglas L. Polson

/s/ CRAIG D. SLATER*        Director                       September 30, 1998
- ------------------------
    Craig D. Slater

/s/ W. THOMAS STEPHENS*     Director                       September 30, 1998
- ------------------------
    W. Thomas Stephens

/s/ ROY A. WILKENS*         Director                       September 30, 1998
- ------------------------
    Roy A. Wilkens
    



*By:  /s/ ROBERT S. WOODRUFF, AS ATTORNEY-IN-FACT
      -------------------------------------------
          Robert S. Woodruff


                                      II-6

<PAGE>

                     QWEST COMMUNICATIONS INTERNATIONAL INC.

                                INDEX TO EXHIBITS


Exhibit
Number                                Exhibit Description
- ------                                -------------------

   
23.1                                  Consent of KPMG Peat Marwick LLP.

23.2                                  Consent of Arthur Andersen LLP.

23.3                                  Consent of Grant Thornton LLP.

23.4                                  Consent of PricewaterhouseCoopers LLP.

23.5                                  Consent of Ernst & Young LLP.

23.6                                  Consent of Dollinger, Smith & Co.
    




                                                                    EXHIBIT 23.1


                         CONSENT OF INDEPENDENT AUDITORS


The Board of Directors
Qwest Communications International Inc.:

         We consent to the use of our report, dated February 24, 1998, except as
to note 22, which is as of March 8, 1998,  relating to the consolidated  balance
sheets  of  Qwest  Communications  International  Inc.  and  subsidiaries  as of
December  31,  1997  and  1996,  and  the  related  consolidated  statements  of
operations,  stockholders'  equity  and cash  flows for each of the years in the
three-year period ended December 31, 1997, incorporated herein by reference, and
of our report,  dated February 24, 1998,  pertaining to the related consolidated
financial  statement  schedule  incorporated  herein  by  reference,  and to the
reference to our firm under the heading "EXPERTS" in the Registration Statement.


                              KPMG PEAT MARWICK LLP


   
Denver, Colorado
September 30, 1998
    


                                                                    EXHIBIT 23.2


                    CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS

         As   independent   public   accountants,   we  hereby  consent  to  the
incorporation by reference in this  registration  statement of our reports dated
February 16, 1998 (except with respect to the matter discussed in Note 15, as to
which the date is March 16, 1998) included in Qwest Communications International
Inc.'s  Amendment  No.  1 to Form  S-4  Registration  No.  333-49915  and to all
references to our Firm included in this registration statement.


                               ARTHUR ANDERSEN LLP


   
Columbus, Ohio
September 30, 1998
    




                                                                    EXHIBIT 23.3


               CONSENT OF INDEPENDENT CERTIFIED PUBLIC ACCOUNTANTS

         We have issued our report dated  February 19,  1998,  accompanying  the
consolidated  financial statements of Phoenix Network,  Inc. and subsidiaries as
of  December  31,  1996 and 1997 and for each of the three  years in the  period
ended  December 31, 1997,  appearing in the  Registration  Statement.  We hereby
consent to the use of our report on the  aforementioned  consolidated  financial
statements  in the  Registration  Statement  and to the  use of our  name  as it
appears under the caption "EXPERTS."

                               GRANT THORNTON LLP


   
Denver, Colorado
September 30, 1998
    



   
                                                                    EXHIBIT 23.4


                       CONSENT OF INDEPENDENT ACCOUNTANTS


        We hereby  consent to the  incorporation  by reference in the Prospectus
constituting  part  of  this  Registration   Statement  on  Form  S-3  of  Qwest
Communications International,  Inc. of our report dated March 6, 1998, except as
to the acquisition and restatement described in Note 2, which is as of September
30, 1998, relating to the consolidated  financial  statements of Icon CMT Corp.,
which appears in on page F-2 of the Current Report on Form 8-K of Icon CMT Corp.
dated  September  30,  1998.  We also  consent to the  reference to us under the
heading "Experts" in such Prospectus.


PricewaterhouseCoopers LLP
Stamford, Connecticut
September 30, 1998
    




   
                                                                    EXHIBIT 23.5


                         CONSENT OF INDEPENDENT AUDITORS


We  consent to the  reference  to our firm under the  caption  "Experts"  in the
Registration  Statement  (Form  S-3  No.  333-58617)  and  Prospectus  of  Qwest
Communications  International Inc. and to the incorporation by reference therein
of our report dated  February 14, 1998 with respect to the financial  statements
of Frontier  Media Group,  Inc.  included in Icon CMT Corp.'s  Current Report on
Form 8-K dated  September  30,  1998,  filed with the  Securities  and  Exchange
Commission.


                                                    /s/ ERNST & YOUNG LLP

Philadelphia, Pennsylvania
September 30, 1998
    


   
                                                                    EXHIBIT 23.6



               CONSENT OF INDEPENDENT CERTIFIED PUBLIC ACCOUNTANTS

         We  consent  to the  incorporation  by  reference  in the  Registration
Statement of Qwest  Communications  International Inc. on Form S-3 of our report
dated  September 26, 1997 relating to the balance sheet of SuperNet,  Inc. as of
June 30, 1997 and the related statements of operations, changes in stockholder's
equity and cash flows for the year then ended.  We also consent to the reference
to us under the heading "EXPERTS" in such Registration Statement.


                             DOLLINGER, SMITH & CO.

Englewood, Colorado
September 30, 1998
    





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